BLOCKCERTS INNOVATIONS LICENSE AGREEMENT
THIS IS AN EXAMPLE LICENSE AGREEMENT - YOU MAY REVIEW AND SAVE THIS AGREEMENT. YOU WILL BE REQUIRED TO ACCEPT THIS AGREEMENT UPON ENTRY IN ANY OF THE SOFTWARE PROVIDED BY THE BLOCKCERTS INNOVATIONS GROUP OF COMPANIES
BEFORE PROCEEDING WITH THE USE OF THE BLOCKCERTS INNOVATIONS (“BlockCerts”) SOFTWARE (the "Software"), YOU MUST ACCEPT THE TERMS OF THIS AGREEMENT. INDICATE YOUR ACCEPTANCE OR REJECTION OF THIS AGREEMENT BY CLICKING ACCEPT OR DECLINE BELOW. LICENSEE AGREES ITS EMPLOYEES, AGENTS, REPRESENTATIVES, AND OTHER THIRD PARTIES TO WHOM IT PROVIDES ACCESS TO THE SOFTWARE THAT ONLY AUTHORIZED USERS WILL BE ALLOWED TO USE THE SOFTWARE. EACH AUTHORIZED USER HERE BY AGREES TO THE TERMS AND EXECUTES THIS LICENSE AGREEMENT BY CLICKING ON THE APPROPRIATE BUTTON AT THEIR INITIAL LOG-IN OF THE SYSTEM. IF AN AUTHORIZED USER CLICKS ON "REJECT", INSTALLATION FOR THAT USER WILL ABORT.
- License Grant
BlockCerts Innovations Brand Software (aka BlockCerts) grants to authorized users accepting this Agreement (the "Licensee") a non-exclusive, non-transferable right to use (the "License") in object code form those program modules ("Software") specified in the Licensee's purchase order or request ("Order") solely on the software and hardware listed in the Software Installation and License Agreement ("System Configuration").
- Trial or Free Versions
In the event that the Licensee receives trial or free versions of the Software for evaluation purposes, the terms and conditions of this Agreement, excluding Sections 16-20, shall continue to apply subject to the following provisions:
o the License pursuant to Section 1 above shall terminate at the end of the specified trial period, as set by BlockCerts from time to time, ;
o the Licensee shall return any software key or hardware key, and relinquish their rights to any usernames and passwords supplied by BlockCerts to BlockCerts immediately upon expiry of the specified trial period and in any event within twenty four hours (24) hours of the expiry of the specified trial period;
o in the event that the Licensee does not return the Software Key or Hardware Key in accordance with Section 2(b). above, BlockCerts shall invoice the Licensee and charge the form of payment on file with BlockCerts, and; the Licensee shall pay for the costs of the Software and/or Hardware Key plus all shipping, support, service, administration and handling expenses and BlockCerts administrative charges; and
o in the event that the Licensee elects to and does acquire a Software License, the terms and conditions of this Agreement, excluding Section 2(b) herein, shall continue on and apply.
All rights, title and interests in and to the Software and related documentation shall remain the sole property of BlockCerts. Licensee shall not remove or alter any proprietary rights notices on the Software and the documentation, and shall reproduce such notices on any copies that it makes. Licensee shall be liable for the security of the Software and the documentation in its possession.
- Expertise Required
Licensee is responsible for evaluating whether the Software meets Licensee's requirements, for operating the Software and for the results obtained, and for using the Software according to its intended use. The Software must be used by persons who have expertise and knowledge in the associated field. The Software requires independent confirmation of the reliability and accuracy of all Software output.
- Restrictions on Software Use
Licensee shall not merge, translate or modify the Software, attempt to defeat any copy protection, make copies of the Software or related documentation (except for object code copies required to run the Software on the System Configuration, and archive, back-up and recovery copies), sub-license, sell, loan, rent, lease or otherwise transfer the Software to any person, or decompile, disassemble or reverse engineer the Software, Graphic User Interface ("GUI") or web objects.
- Term of License
The License term commences on BlockCerts providing access to the Software to the Licensee, and, subject to Section 2(b) above, is for an indefinite term (a) based on monthly payments of License fees, and or (b) Licensee's payment of all transaction fees, development fees and indefinite License fee as may occur from time to time, and (c) Licensee's payment of the maintenance, service and Software upgrade fees as may occur from time to time. All Licenses are subject to termination in accordance with this Agreement. If the License is terminated, no further fees are payable to Licensor if the Software and any components are no longer accessed by Licensee, and, where applicable, are completely removed from Licensee's systems, and the conditions of Section 2 (if applicable) are met.
Licensee agrees to use the Software for legal purposes only, and in compliance with all applicable laws, rules, regulations, treaties, and industry standards. Licensee will not use the Software in any way that is unlawful, or harms Licensor, its affiliates, resellers, distributors, service providers and/or suppliers (each, a "Licensor Party" and collectively, the "Licensor Parties") or any customer of a Licensor Party, as determined in Licensor's sole discretion. Licensee shall indemnify and hold Licensor harmless from any improper or illegal use of the Software. Licensee shall not use Licensor's products or servers to transmit, either directly or indirectly, any unsolicited bulk e-mail or unsolicited commercial e-mail. Licensor reserves the right to monitor, track, or otherwise inspect the servers or products at any time to determine Licensee's compliance with this provision, although Licensor is not required to do so. In the event Licensor becomes aware of Licensee's breach of this provision, Licensor reserves the right to automatically suspend Services, up to and including Licensee's access to Licensor's servers. Licensee acknowledges Licensor's duty to cooperate with any regulatory authority to the fullest extent of the law upon Licensor's receipt of a valid court order, subpoena, or valid authorized agency notification.
- Disclaimer of Use
Licensor expressly disclaims any knowledge of or responsibility to advise Licensee concerning Licensee's legal and compliant use of the Software for any reason. Licensor makes no representation of the applicability of law for the use of the Software by Licensee in any particular location, industry, or jurisdiction. Licensee acknowledges that it has received no representation from Licensor as to the legal use, set up, establishment, or appropriate uses of the Software in Licensee's business or industry.
- System Configuration
Operation of the Software requires use of the specified System Configuration, which Licensee shall acquire and implement. The parties may form a separate agreement under which BlockCerts shall provide the recommended System Configuration on BlockCerts's as contracted-for service by Licensee. BlockCerts shall not be responsible for any operational problems caused by the System Configuration of Licensee's hardware at Licensee's location.
- Hardware Keys
Software use requires Software Login Keys and in some cases Hardware Keys, which can be used only at the site(s) and by Authorized Users which must be named by Licensee to BlockCerts. Upon failure of its System Configuration, Licensee may, upon timely notice to BlockCerts, request additional Hardware Keys and Software for use on another system.
- License Fees
Licensee shall pay to BlockCerts the License fees applicable for the Software requested in the Order(s) as an indefinite License on a month-to-month basis by Licensee.
Support services after the Warranty period (Section 16), as well as all installation, consulting, training and implementation services, are at an additional charge and are only provided if requested in the Order(s).
All amounts payable by Licensee to BlockCerts are exclusive of all taxes such as sales, use, value added, custom duties, excise taxes and other similar government charges, all of which will be paid by Licensee. If Licensee is required by law to withhold any taxes, then Licensee shall pay BlockCerts a gross amount of money such that the net amount received by BlockCerts after deducting or withholding the required taxes is equal to the amount of the fee originally charged by BlockCerts.
- Interest Charges
If any amount payable under this Agreement is not paid within 30 days of becoming due, BlockCerts shall have the right to impose a charge of 2% per month (24% annually) on the unpaid balance of the amount, from the due date until the date of receipt of all amounts in arrears including interest.
- Purchase Orders
Any Order from Licensee shall be deemed to incorporate this Agreement by reference. Any terms and conditions on the Order shall not apply except for information which was requested by BlockCerts. All future Orders for additions to the original Order shall be subject to the terms of this Agreement.
- Limited Warranty
BlockCerts warrants that during a period of ninety (90) days from the date of delivery of the Software to Licensee, the Software will perform substantially in accordance with the Software documentation specifications, when used in accordance with this Agreement on a properly operating System Configuration. BlockCerts's sole obligation under this Warranty, and Licensee's exclusive remedy, is the "Maintenance Services'' provision (Section 19).
- Warranty Exclusions
THE LIMITED WARRANTY CONTAINED IN SECTION 16 IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. ALL OTHER CONDITIONS, WARRANTIES, AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, ARE EXCLUDED, INCLUDING BUT NOT LIMITED TO CONDITIONS, REPRESENTATIONS AND WARRANTIES RELATING TO MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BlockCerts DOES NOT WARRANT THAT THE SOFTWARE IS COMPLETELY ERROR FREE OR THAT ITS OPERATION WILL BE CONTINUOUS AND UNINTERRUPTED.
- Maintenance Term
Maintenance Services shall commence on expiry of the Warranty and continue until the end of the calendar year requested in the Order ("Maintenance Term"). Maintenance Services are automatically renewed on the same conditions (except the fees which may change) for successive periods of one year, unless Licensee cancels the renewal at least ninety (90) days prior to the renewal date.
- Maintenance Services
During the Warranty period and the Maintenance Term, between the hours of 8:30 a.m. to 5:00 p.m. Pacific Time (North America), BlockCerts's help desk will use reasonable commercial efforts to correct errors that Licensee identifies, by fixes or workarounds (the "Maintenance Services''). If BlockCerts determines that it is unable to make the Software perform substantially as warranted, Licensee may terminate the License and receive a partial refund of the License fees beginning on the date of delivery of the Software to the Licensee and calculated on a pro rata basis during the time the Software was unable to perform substantially as warranted. BlockCerts may deliver "Updates" to address known errors or functions in the Software, Licensee shall allow the install and use the Updates upon their delivery. Upon BlockCerts delivering Software with new functionalities ("New Releases”) as part of Maintenance Services, Licensee shall install and use the New Releases upon their delivery. The software is hosted by BlockCerts, New Releases may be automatically applied at BlockCerts’s sole discretion.
- Excluded Events
Maintenance Services do not include correction of errors due to: (a) Software which has been modified by any person other than BlockCerts's representative, (b) use of a version of the Software which has been superseded by a more current Update or New Release for more than six (6) months, (c) incorrect operation of the Software or use of the Software for purposes other than the Software's design and intended use, (d) any fault in the System Configuration, or incompatible third party software, or (e) use of the Software with products or services not supplied or approved by BlockCerts.
- Licensee's Cooperation
Licensee shall cooperate in investigating each reported Software error, including assisting in duplicating the error and verifying that the error has been corrected.
- Loss of Data
BlockCerts shall not be responsible for any loss of or damage to files or data caused by the Software, or be required to restore or rebuild files or data. Licensee shall authorize BlockCerts to implement adequate backup procedures to avoid any loss of files and data, and shall agree to compensate BlockCerts under the terms of the Maintenance Services, for such service. Licensee shall be solely responsible for deletions or loss of files or data caused by Licensee or Licensee's Authorized Users. BlockCerts shall be compensated at its normal hourly rates in the event of restoration of data on behalf of Licensee in the event of file or data loss. BlockCerts shall be indemnified and held harmless for files or data that may be permanently lost or inappropriately modified or which becomes unrecoverable.
Only BlockCerts shall have the right to modify the Software. Modifications requested by Licensee shall be subject to prior written agreement as to scope and fees payable. Ownership of all Software modifications shall vest in BlockCerts.
- Confidential Information
"Confidential Information" is any commercial information, project information, proprietary information, technical data, trade secrets or know-how including but not limited to materials, script development, product plans, marketing plans, products, services, customer lists and customer information, software, developments, inventions, processes, technology, designs, drawings, engineering, financial or other business information disclosed to or created by the Licensee or of which Licensee or Licensor becomes aware during the course of the Agreement and which has not become publicly known. Disclosure of Confidential Information between BlockCerts and Licensee shall not be considered publication or disclosure for the purposes of maintaining any trade secret protections.
- Use of Confidential Information
Each party shall not use the Confidential Information of the other party for any reason other than as described in this Agreement. Neither party shall disclose the Confidential Information to any other person except on a confidential basis to its employees and representatives who have a need to know the Confidential Information. This Section 25 shall not apply to Confidential Information which (a) is or has become readily available to the public in the same form other than by an act or omission of the receiving party, (b) was lawfully obtained in the same form by the receiving party from a third party not under an obligation of confidence to the disclosing party, (c) was in the receiving party's possession in the same and material form prior to its receipt from the disclosing party and did not otherwise originate from the disclosing party, or (d) is required to be disclosed by operation of law.
- Protection of Confidential Information
The parties hereby agree to use their best efforts and due diligence to maintain the secrecy of the other party's Confidential Information. The duty to protect Confidential Information extends to the parties, their heirs, successors, assigns, representatives, and any third party contractors or clients who may access the Confidential information on behalf of the party.
This Agreement may be terminated by either party if the other party commits a breach of any material provision of this Agreement. The terminating party must provide immediate written notice to the breaching party of the breach and request to terminate. The breaching party has thirty (30) days upon receipt of the notice to cure the breach. Should the breaching party fail to correct or rectify such breach within thirty (30) days of receipt of the notice requesting it to do so, the terminating party is entitled to immediate termination of the Agreement.
- Effect of Termination
Upon termination of this Agreement for any reason, Licensee shall immediately cease using the Software. Immediately upon termination, Licensee shall return to BlockCerts all Software and Hardware Keys, user names, passwords, and other materials as designated by Licensor.; BlockCerts may immediately suspend Licensee access to the software upon non-payment of license fees, and, or abuse of the intended uses of the software, including unauthorized access.
- Consequential Damages
IN NO EVENT SHALL BlockCerts BE LIABLE FOR ANY LOSS OF DATA OR PROFITS, ECONOMIC LOSS OR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WITH RESPECT TO THIS AGREEMENT OR THE SOFTWARE, HOWEVER CAUSED, EVEN IF BlockCerts HAD OR SHOULD HAVE HAD ANY KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES.
- Damages Limitation
THE MAXIMUM LIABILITY OF BlockCerts FOR ALL CLAIMS AND DAMAGES OF ANY KIND, WHETHER FOR FUNDAMENTAL BREACH OR ANY OTHER CAUSE UNDER THIS AGREEMENT, SHALL BE LIMITED IN THE AGGREGATE TO THE TOTAL OF ALL FEES PAID BY LICENSEE.
- Limitation of Non-Applicability
IN SOME JURISDICTIONS THE EXCLUSION OR LIMITATION OF WARRANTIES OR LIABILITY MAY NOT BE APPLICABLE, AND IN SUCH JURISDICTIONS BlockCerts HEREBY LIMITS ITS LIABILITY TO THE FULLEST EXTENT PERMITTED BY LAW.
- Applicable Law
This Agreement shall be subject to and construed in accordance with the laws of the Province of British Columbia, Canada, excluding its conflict of laws rules and the application of the UN Convention on Contracts for the International Sale of Goods.
BlockCerts shall be allowed to incorporate Licensee's name in BlockCerts's customer reference list and to use it for reasonable commercial marketing purposes.
If any dispute arises under this Agreement, a good faith attempt to resolve the dispute will be made by senior management of both parties at a mutually agreeable site and time. If the parties are unable to reach agreement within thirty (30) days after a request for such meeting, the dispute shall be referred to arbitration in English, before one arbitrator in Victoria, British Columbia, Canada, in accordance with the commercial arbitration rules of the British Columbia International Commercial Arbitration Centre.
- Entire Agreement
This Agreement contains the entire agreement between the parties and shall supersede all prior discussions and agreements between the parties regarding its subject matter.
Any amendment of this Agreement must be in writing and signed by duly authorized representatives of both parties.
The waiver by any party of a breach by the other party of this Agreement shall not be construed as a waiver by such party of any succeeding breach by the other party of the same or another provision.
Licensee may not assign or transfer the License or Licensee's rights or obligations under this Agreement without BlockCerts's prior written consent, and any such assignment or transfer without consent shall be null and void.
- Successors and Assigns
This Agreement will bind and inure to the benefit of the parties and their respective successors and permitted assigns.
In the event that any provision of this Agreement is declared invalid, illegal or unenforceable by a court having jurisdiction, then the remaining provisions shall continue in full force and effect.
- Force Majeure
Except as related to Licensee's obligation to make payments to BlockCerts, neither party shall be liable for delays or non-performance if such delays or non-performance are beyond such party's reasonable control. A delayed party shall promptly notify the other party in writing stating the cause of the delay and its expected duration and shall use commercially reasonable efforts to remedy a delay or non-performance as soon as reasonably possible.
The provisions of Sections 3, 24, 25, 26, 29, 30, 28, 29, 30, 31, 34 and 41 shall survive the expiry or termination of this Agreement.
It is the express will of the parties that this Agreement and related documents have been prepared in English.